Eurobank now holds 55.3 per cent stake in Hellenic Bank

Eurobank S.A. has announced that it now holds 55.3 per cent of the total issued share capital of Hellenic Bank.

The bank revealed that it has submitted a Mandatory Public Offer to acquire up to 100 per cent of Hellenic Bank’s issued share capital.

According to a statement from Eurobank, which was also sent to the Cyprus Securities and Exchange Commission (CySEC), the Cyprus Stock Exchange (CSE), and the Athens Stock Exchange, the offered consideration for acquiring Hellenic Bank shares is €2.56 per share, payable in cash to all shareholders who accept the Public Offer.

Following this development, the CSE announced the suspension of trading in the securities (shares and Convertible Capital Securities) of Hellenic Bank Public Company Ltd.

The CSE stated this was “in light of the public offer submitted to the shareholders of Hellenic Bank Public Company Ltd by Eurobank S.A. to acquire up to 100 per cent of the issued share capital of Hellenic Bank Public Company Ltd”.

This suspension lasted until 11:30 a.m. of today’s trading session to allow time for the investment public to be informed about the offer.

During this period, the CSE also suspended the registration of settlement orders (OTC) in the Central Depository and Registry system for these securities.

This decision was taken under Article 183 of the Cyprus Securities and Stock Exchange Law to protect investors.

Eurobank, a subsidiary of Eurobank Ergasias Services and Holdings S.A., stated that on June 3, 2024, after receiving the relevant supervisory approvals, it purchased a total of 26.1 per cent (107,694,301 shares) in Hellenic Bank Public Company Ltd for approximately €275.7 million, corresponding to €2.56 per share.

Before the transaction, Eurobank held 120,559,360 shares, representing 29.2 per cent of Hellenic Bank’s total issued share capital.

After the transaction, Eurobank owns 228,253,661 shares, representing 55.3 per cent of the total issued share capital of Hellenic Bank.

“Following the transaction, pursuant to Articles 13 and 6(2) of the Cyprus Takeover Bids Law of 2007, N.41(I)/2007, as amended, Eurobank announces the submission of a Mandatory Public Offer to the shareholders of Hellenic Bank to acquire up to 100 per cent of Hellenic Bank’s issued share capital,” the bank stated.

Eurobank noted that as of the announcement date, the total issued share capital of Hellenic Bank comprises 412,805,230 common shares with a nominal value of €0.50 each. Eurobank also clarified that no shares are held by persons considered by law to be acting in concert with the offeror, and there are no indirect interests related to the offeror.

“As the offeror holds more than 50 per cent of the voting rights of Hellenic Bank, the Public Offer is not subject to any conditions,” Eurobank noted.

The bank also stated it has made all necessary arrangements with a banking institution in Cyprus to pay the proposed consideration to the Hellenic Bank shareholders who accept the Public Offer.

Further details and information about the Public Offer will be included in the Public Offer Document, which will be prepared in accordance with the provisions of the law and relevant directives from the Cyprus Securities and Exchange Commission regarding the content of the Public Offer Document.

The Public Offer is subject to the approval of the Public Offer Document by the Cyprus Securities and Exchange Commission, to which it will be submitted following the present announcement as provided by law.

Eurobank disclosed that Axia Ventures Group and Citigroup Global Markets Europe AG acted as financial advisors for the transaction, while legal support was provided by Milbank LLP, Ioannides Demetriou LLC, Elias Neocleous & Co LLC, and PotamitisVekris Law Firm. Axia Ventures Group and Cyprus Investment and Securities Corporation Limited (CISCO) are acting as advisors in relation to the Public Offer, with CISCO also serving as the Underwriting Manager as per CSE Directive 96/2008 as amended.